<PAGE>
 
                                                                    EXHIBIT 10.7

                                                           EXECUTION COUNTERPART

                DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
                  SECURITY AGREEMENT AND FINANCING STATEMENT


STATE OF TEXAS               (S)           
                             (S)    KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS             (S)    


      THAT, COMPUCOM SYSTEMS, INC., a Delaware corporation (hereinafter called
"Grantor"), in order to secure the payment of the indebtedness hereinafter
 -------
referred to and the performance of the obligations, covenants, agreements and
undertakings of Grantor hereinafter described, does hereby GRANT, BARGAIN, SELL,
CONVEY, TRANSFER, ASSIGN and SET OVER to MICHAEL F. HORD, Trustee, of Dallas
County, Texas (hereinafter called the "Trustee") for the benefit of NATIONSBANK
                                       ------- 
OF TEXAS, N.A., a national banking association (hereinafter called
"NationsBank"), having its principal office at 901 Main Street, Suite 6700,
 -----------
Dallas, Texas 75202, as the administrative agent (hereinafter in such capacity
NationsBank is called the "Administrative Agent") on behalf of NationsBank and
                           --------------------
each other lender a party to the Credit Agreement described below (hereinafter
collectively called "Banks"), all of the real estate situated in the State of
                     -----
Texas in the Counties set forth in Exhibit "A" attached hereto and described in
                                   -----------
Exhibit "A" attached hereto and made a part hereof (the "Land"), together with
-----------                                              ----
(i) all the buildings and other improvements now on or that may be hereafter
placed on said Land; (ii) Grantor's interest in all materials, equipment,
fixtures or other property whatsoever, now or hereafter attached to, installed
in, or used in connection with the buildings and other improvements now erected
or hereafter to be erected on said Land, including, but not limited to, all
heating, plumbing, lighting, water heating, cooking, laundry, refrigerating,
incinerating, ventilating and air conditioning equipment, disposals,
dishwashers, refrigerators and ranges, utility lines and equipment (whether
owned individually or jointly with others), sprinkler systems, fire
extinguishing apparatus and equipment, tanks, engines, pipes, fittings, dynamos,
generators, machines, elevators, motors, cabinets, shades, blinds, partitions,
window screens, screen doors, storm windows, awnings, drapes, and rugs and other
floor coverings, and all fixtures, accessions and appurtenances thereto, and all
renewals or replacements of or substitutions for any of the foregoing, all of
which property and things are hereby declared to be permanent fixtures and
accessions to the freehold and part of the realty conveyed herein as security
for the indebtedness herein mentioned; (iii) Grantor's interest in all easements
and rights of way now or hereafter used in connection with any of the foregoing
real estate or as a means of ingress to or egress from said real estate; (iv)
Grantor's interest, now or hereafter acquired, in and to any streets, ways,
alleys and/or strips and gores of land adjoining said Land or any part thereof;
and (v) Grantor's interest in and to all rights, estates, hereditaments, powers
and privileges appurtenant or incident to the foregoing.
<PAGE>
 
     TO HAVE AND TO HOLD the foregoing property (herein called the
"Mortgaged Property") unto the Trustee and his successors or substitutes in this
-------------------                                                             
trust and to his or their successors and assigns, IN TRUST, however, upon the
terms, provisions and conditions herein set forth.

     In order to secure the payment of the indebtedness hereinafter referred to
and the performance of the obligations, covenants, agreements and undertakings
of Grantor hereinafter described, Grantor further grants (to the extent not
prohibited by Applicable Law) to the Administrative Agent a security interest
and lien in Grantor's right, title and interest in and to all present and future
(i) goods, equipment, furnishings, fixtures, furniture, chattels owned by
Grantor now or hereafter attached or affixed to or used in or about the building
or buildings now erected or hereafter to be erected on the Mortgaged Property or
otherwise located on the Mortgaged Property, (ii) fixtures, accessions and
appurtenances to any of the foregoing or following, (iii) renewals or
replacements of or substitutions for any of the foregoing or following, (iv)
building materials and equipment now or hereafter delivered to said premises and
intended to be installed therein, (v) occupancy agreements, leases, rents
(including security and other deposits and advance rentals under occupancy
agreements and lease agreements now or at any time hereafter covering or
affecting any of the Mortgaged Property and all property described in this
paragraph and held by or for the benefit of Grantor), fees, royalties, bonuses,
issues, profits, revenues or other income or benefits of whatever nature
received or due in connection with the Mortgaged Property and all property
described in this paragraph, (vi) monetary deposits which Grantor has been
required to give to any public or private utility with respect to utility
services furnished to the Mortgaged Property, (vii) permits, licenses,
franchises, certificates, and agreements relating to any of the foregoing or
following, and all other rights and privileges obtained in connection with the
Mortgaged Property and all property described in this paragraph, (viii) plans,
specifications, maps, surveys, reports, operating and management contracts,
architectural, engineering, construction and development contracts, books of
account, insurance policies, guarantees, warranties and other documents, of
whatever kind or character, relating to the ownership, use, construction upon,
occupancy, leasing, sale or operation of the Mortgaged Property and all property
described in this paragraph, (ix) oil, gas and other hydrocarbons and other
minerals produced from or allocated to the Mortgaged Property and all products
processed or obtained therefrom, the proceeds thereof, and all accounts and
general intangibles under which such proceeds may arise, (x) all proceeds from
the taking of any of the Mortgaged Property and any property described in this
paragraph or any rights appurtenant thereto by right of eminent domain or by
private or other purchase in lieu thereof, (xi) all proceeds (including premium
refunds) of each policy of insurance relating to the Mortgaged Property and any
property described in this paragraph, (xii) all guarantees, sureties and other
agreements assuring performance of any obligation of any tenant of the Mortgaged
Property and all property described in this paragraph, and (xiii) all proceeds
arising from or by virtue of the sale, lease or other disposition of the
Mortgaged Property and any property described in this paragraph (all of the
property described in this paragraph hereinafter collectively called the
Personal Property") and all proceeds and products of the Personal Property.
------------------                                                           
(The Mortgaged Property and the Personal Property are hereinafter sometimes
collectively called the "Property").
                         --------   

                                      -2-
<PAGE>
 
                                  ARTICLE I.

                             Secured Indebtedness
                             --------------------

     1.1. Secured Indebtedness. This Deed of Trust, Assignment of Leases and
          --------------------
Rents, Security Agreement and Financing Statement (hereinafter called this "Deed
                                                                            ----
of Trust") is made to secure and enforce the payment of the following,
--------
agreements, documents, obligations, indebtedness and liabilities: (a) all
present and future obligations, indebtedness and liabilities, and all renewals
and extensions of all or any part thereof of Grantor to Banks or any Bank
arising from, by virtue of, or pursuant to the Credit Agreement dated as of
September 26, 1996 among Grantor, Administrative Agent and Banks (said Credit
Agreement, as amended, modified, renewed, extended or restated from time to
time, the "Credit Agreement"), the Notes (as defined in the Credit Agreement),
           ----------------
the other Loan Documents (as defined in the Credit Agreement), including,
without limitation, interest, fees and other charges that would accrue or become
owing both prior to and subsequent to and but for the commencement of any
proceeding against or with respect to Grantor under any chapter of the
Bankruptcy Code of 1978, 11 U.S.C. (S) 101 et. seq. whether or not a claim is
                                           --  ---
allowed for the same in any such proceeding, and (b) all indebtedness and
obligations incurred or arising pursuant to the provisions of this Deed of
Trust. The indebtedness referred to in this Paragraph 1.1 is hereinafter
sometimes called the "Secured Indebtedness". This Deed of Trust, the Credit
                      --------------------
Agreement, the Notes, the other Loan Documents as defined in the Credit
Agreement, and all other instruments, certificates, affidavits or documents
evidencing, governing, securing, guaranteeing, or relating to the Secured
Indebtedness all as amended, modified, renewed, extended or restated from time
to time, are hereinafter called the "Financing Documents".
                                     -------------------

                                  ARTICLE II.

                        Representations and Warranties
                        ------------------------------

     2.1. Representations and Warranties. Grantor represents and warrants to the
          ------------------------------
Trustee, the Administrative Agent and the Banks as follows:

          (a)  Title and Authority.  Grantor is the lawful owner of good and
               -------------------                                          
     indefeasible fee simple title to the Property, subject only to the matters
     described in Exhibit "B" attached hereto and made a part hereof (the
                  -----------                                            
     "Permitted Encumbrances") and has good right and authority to grant,
     -----------------------                                             
     bargain, sell, transfer, assign and mortgage the Mortgaged Property and to
     grant a security interest in the Personal Property.

          (b)  Compliance with Covenants and Laws.  To the best of Grantor's
               ----------------------------------                           
     knowledge after reasonable investigation, the construction, occupancy,
     operation and use of the Property and the intended use thereof by Grantor
     subject to the provisions of Article V below complies with all laws,
     statutes, ordinances, rules, regulations, orders and determinations of any
     governmental authority and any board of fire underwriters (or 

                                      -3-
<PAGE>
 
     any body exercising similar functions) and any restrictive covenants or
     deed restrictions (whether recorded or otherwise), including, without
     limitation, all applicable zoning, subdivision, platting, licensing,
     building, flood disaster, statutes, ordinances, rules, regulations, orders
     and determinations of any governmental authority (hereinafter sometimes
     collectively called "Applicable Laws"), except where the failure to so
                           ---------------                                  
     comply could not have a material adverse effect on (i) the financial
     condition or prospects of Grantor, (ii) the value of the Property taken as
     a whole, (iii) Grantor's use of, and business operations of, the Property
     taken as a whole, or (iv) the validity or enforceability of this Deed of
     Trust or the liens and security interests granted hereunder (hereinafter
     collectively called "Material Adverse Effect").  To the best of Grantor's
                          -----------------------                             
     knowledge after reasonable investigation, Grantor has obtained all
     requisite zoning, utility, building, health, operating and occupancy
     permits from the governmental authorities having jurisdiction over the
     Property, except where the failure to obtain such zoning and permits would
     not have a Material Adverse Effect.

          (c)  No Suits.  There are no judicial or administrative actions, suits
               --------                                                         
     or proceedings pending or, to the best of Grantor's knowledge threatened,
     affecting the Property which, if adversely determined, would be reasonably
     likely to have a Material Adverse Effect, or involving the validity,
     enforceability or priority of this Deed of Trust.

          (d)  Condition of Property.  To the best of Grantor's knowledge after
               ---------------------                                           
     reasonable investigation, the Mortgaged Property is served by electric,
     gas, storm and sanitary sewers, sanitary water supply, telephone and other
     utilities required for the Grantor's current and anticipated uses thereof
     on the date hereof at or within the boundary lines of the Mortgaged
     Property.  To the best of Grantor's knowledge after reasonable
     investigation, all streets, alleys and easements (including without
     limitation easements for ingress and egress, easements for vehicular
     traffic and parking and for pedestrian traffic, easements for utilities,
     and easements for reciprocal uses) necessary to serve Grantor's current and
     anticipated uses of the Mortgaged Property have been completed and are
     serviceable, such streets, alleys and easements have been dedicated and
     accepted by applicable governmental entities, and/or all agreements
     creating such easements have been filed of record in the real property
     records of the County set forth on Exhibit "A" attached hereto.  The
                                        ---------------------------      
     Mortgaged Property is in reasonably good condition and repair and proper
     working order, and is free from damage caused by fire or other casualty.
     Grantor has no actual knowledge of any latent or patent structural or other
     significant defect or deficiency in the Mortgaged Property that (i) would
     materially and adversely affect Grantor's intended use of the Mortgaged
     Property or (ii) have a Material Adverse Effect.  None of the Mortgaged
     Property not covered by flood insurance is within a flood plain.  To the
     best of Grantor's knowledge after reasonable investigation, none of the
     improvements on the Mortgaged Property create an encroachment over, across
     or upon any of the Mortgaged Property boundary lines, rights of way or
     easements, and no buildings or other improvements on adjoining land create
     such an encroachment, except as disclosed on the survey of the Land
     delivered to the 

                                      -4-
<PAGE>
 
     Administrative Agent. There is, to the actual knowledge of Grantor, no
     condemnation proceeding pending or threatened that would affect the
     Mortgaged Property.

          (e)  Warranty.  Grantor will warrant and forever defend the title to
               --------                                                       
     the Mortgaged Property against the claims of all persons whomsoever
     claiming or to claim the same or any part thereof, subject to the Permitted
     Encumbrances.

     2.2. Covenants and Agreements.  So long as the Secured Indebtedness or any
          ------------------------                                             
part thereof remains unpaid, Grantor covenants and agrees with the
Administrative Agent and the Banks as follows:

          (a)  Taxes on Lien.
               ------------- 

          In the event of the enactment after the date hereof of any law of the
     State of Texas or of any other governmental entity deducting from the value
     of property for the purpose of taxation any lien or security interest
     thereon, or imposing upon the Trustee, the Administrative Agent or any Bank
     the payment of the whole or any part of the taxes (other than taxes imposed
     on the overall income of Banks, the Trustee or the Administrative Agent) or
     assessments or charges or liens herein required to be paid by Grantor, or
     changing in any way the laws relating to the taxation of deeds of trust or
     mortgages or security agreements or debts secured by deeds of trust or
     mortgages or security agreements or the interest of the trustee or
     beneficiary or mortgagee or secured party in the property covered thereby,
     or the manner of collection of such taxes, so as to affect this Deed of
     Trust or any of the Secured Indebtedness or the Trustee, the Administrative
     Agent or any Bank, then, and in any such event, Grantor, upon demand by the
     Trustee, the Administrative Agent or any Bank, shall to the extent not
     prohibited by Applicable Law, pay such taxes, assessments, charges or
     liens, or reimburse the Trustee, the Administrative Agent or such Bank
     therefor.

          (b)  Ad Valorem Taxes.  Grantor will cause to be paid prior to
               ----------------                                         
     delinquency all taxes and assessments heretofore or hereafter levied or
     assessed against the Property, or any part thereof, and upon request of the
     Administrative Agent will furnish the Administrative Agent with receipts
     showing payment of such taxes and assessments prior to the applicable
     delinquency date therefor; except that Grantor in good faith may contest,
     by appropriate proceedings, the validity, applicability or amount of any
     asserted tax or assessment, and, pending such contest, Grantor shall not be
     deemed in Default hereunder if, prior to delinquency of the asserted tax or
     assessment, Grantor establishes an escrow, or provides security reasonably
     acceptable to the Administrative Agent, or reserves have been established
     adequate to cover the payment of such tax or assessment with costs,
     interest and penalties and a reasonable additional sum to cover possible
     costs, interest and penalties (which escrow and/or security shall be
     returned to Grantor upon payment of all such taxes, assessments, costs,
     interest and penalties), and if Grantor promptly causes to be paid any
     amount adjudged by a court of competent jurisdiction to be due, with all
     costs, interest and penalties thereon, promptly after such judgment 

                                      -5-
<PAGE>
 
     becomes final; provided, however, that in any event each such contest shall
     be concluded and the tax assessment, costs, interest and penalties shall be
     paid prior to the date any writ or order is issued under which the
     Property, or any part thereof, may be sold. No reserve (or security
     required in (d) below) is required until such time that the aggregate of
     alleged unpaid ad valorem taxes on all properties of Grantor and all unpaid
     debts described in (d) below shall exceed $10,000.

          (c)  Operation of Property.  Grantor will operate, and will cause the
               ---------------------                                           
     operation of, the Property in a reasonably good and workmanlike manner and
     in accordance with all Applicable Laws and will pay all fees or charges of
     any kind in connection therewith, except where the failure to so operate
     and pay such fees or charges would not have a Material Adverse Effect.
     Grantor will keep, and will cause the keeping of, the Property occupied to
     the extent necessary not to impair the insurance carried thereon.  Grantor
     will not use or occupy, or allow the use or occupancy of, the Property in
     any manner which violates any Applicable Law, or except where the failure
     to so occupy would not have a Material Adverse Effect,  which constitutes a
     public or private nuisance or which makes void, voidable or cancelable, any
     insurance then in force with respect thereto.  Grantor will not, without
     the prior written consent of the Administrative Agent (which consent shall
     not be unreasonably withheld), initiate or consent to any zoning
     reclassification of the Property or seek or consent to any variance under
     existing zoning ordinances applicable to the Property or use or permit the
     use of the Property in such a manner as would result in such use becoming a
     nonconforming use under applicable zoning ordinances or other Applicable
     Laws.  Grantor will not, without the prior written consent of the
     Administrative Agent (which consent shall not be unreasonably withheld),
     impose any restrictive covenant or any encumbrance upon the Property which
     does not constitute a Permitted Encumbrance, execute or file any
     subdivision plat affecting the Property or consent to the annexation of the
     Property to any municipality.  Grantor shall not cause or permit any
     drilling or exploration for, or extraction, removal or production of,
     minerals from the surface or subsurface of the Property.  Grantor will not
     do anything to cause the value of the Property to be materially lessened.
     If Grantor receives a written notice or claim from any federal, state or
     other governmental entity pertaining to the Property, including,
     specifically but without limitation, a notice that the Property is not in
     compliance with any Applicable Law, Grantor promptly will furnish a copy of
     such notice or claim to the Administrative Agent.

          (d)  Debts for Construction.  Grantor will cause all debts and
               ----------------------                                   
     liabilities of any character, including without limitation all debts and
     liabilities for labor, material and equipment and all debts and charges for
     utilities servicing the Property, incurred in the construction,
     maintenance, operation or development of the Property to be paid before the
     same become delinquent.  Notwithstanding the foregoing, Grantor in good
     faith may contest, by appropriate proceedings, the validity, applicability
     or amount of any asserted mechanics' or materialmen's liens, and, pending
     such contest, Grantor shall not be deemed in Default hereunder if Grantor
     provides the Administrative Agent with security reasonably satisfactory to
     the Administrative Agent and if Grantor promptly causes to be 

                                      -6-
<PAGE>
 
     paid any amount adjudged by a court of competent jurisdiction to be due,
     with all costs and interest thereon, promptly after such judgment becomes
     final; provided, however, that in any event each such contest shall be
     concluded and the lien, interest and costs shall be paid, bonded around or
     otherwise removed prior to the date any writ or order is issued under which
     the Property, or any part thereof, may be sold. No security (or reserve
     required in (b) above) is required until such time that the aggregate of
     alleged unpaid ad valorem taxes on all properties and all unpaid debts
     described in this clause (d) shall exceed $10,000.

          (e)  Repair and Maintenance.  Grantor will keep the Property
               ----------------------                                 
     reasonably in good order, repair, operating condition and appearance,
     causing all reasonably necessary repairs and replacements, promptly to be
     made, and will not allow any of the Property to be misused, abused or
     wasted or to deteriorate, normal wear and tear and casualty excepted.
     Grantor promptly will replace all worn-out or obsolete fixtures or personal
     property covered by this Deed of Trust that are reasonably necessary in the
     operation of the Property with fixtures or personal property comparable to
     the replaced fixtures or personal property, and will repaint the Property
     when reasonably needed.  Notwithstanding the foregoing, Grantor will not,
     without the prior written consent of the Administrative Agent do or permit
     to be done anything to the Property that materially may impair its value,
     including but not limited to (i) removing from the Property any fixtures or
     personal property covered by this Deed of Trust (but not including any
     personal property in which Grantor is the lessee thereof) which are
     necessary or desirable in the operation of the Property, except such as is
     replaced by Grantor by an article of equal suitability and value, owned by
     Grantor, free and clear of any lien or security interest (except that (i)
     created by this Deed of Trust or any other Financing Document, (ii)
     otherwise permitted in the Loan Documents or (iii) in respect of
     capitalized leases) or such as is permitted to be removed by a tenant
     pursuant to such tenant's lease or (ii) making any structural or other
     alteration to the Property that materially impairs the value thereof.
     Nothing contained herein will prevent tenants of the Property from making
     alterations and improvements expressly permitted under their leases of any
     part of the Mortgaged Property.  Upon request of the Administrative Agent,
     Grantor will deliver to the Administrative Agent an inventory describing
     and showing the make, model, serial number and location of all fixtures and
     personal property used in the management, maintenance and operation of the
     Property, with a certification by Grantor that said inventory is a true and
     complete schedule of all such fixtures and personal property used in the
     management, maintenance and operation of the Property, that such items
     specified in the inventory constitute all of the fixtures and personal
     property required in the management, maintenance and operation of the
     Property, and that all such items are owned by Grantor free and clear of
     any lien or security interest (except the Permitted Encumbrances).

          (f)  Insurance and Casualty.  Grantor will keep the Property insured
               ----------------------                                         
     against loss or damage by fire, explosion, windstorm, hail, flood (as to
     any portion of the Property which shall at any time be located in an
     identified "flood prone" area in which 

                                      -7-
<PAGE>
 
     flood insurance has been made available pursuant to the Flood Disaster
     Protection Act of 1973, and then in the amount of the outstanding balance
     of the Notes or the maximum amount of coverage available, whichever is
     less), tornado and such other hazards as required by the Administrative
     Agent and consistent with industry standards. Notwithstanding the
     foregoing, Grantor further covenants and agrees to keep the property
     insured by policies of fire, extended coverage and other insurance in such
     company or companies reasonably acceptable to the Administrative Agent and
     upon such terms and provisions, and with such endorsements, all as
     reasonably may be acceptable to the Administrative Agent and consistent
     with industry standards. Grantor further agrees that Grantor will deliver
     to the Administrative Agent receipts evidencing the payment of all
     premiums, and certificates of insurance addressed to the Administrative
     Agent evidencing compliance with the insurance requirements set forth
     herein and, when appropriate, evidencing renewals of all such policies of
     insurance before any such insurance shall expire. All insurance policies
     required pursuant to this subparagraph (f) shall contain a prohibition
     against cancellation, material endorsement, material alteration or
     reissuance of such policy effecting a change in coverage thereunder unless
     such insurer first shall have given the Administrative Agent 30 days prior
     written notice thereof. All fire, extended and other insurance coverage
     insurance policies required hereunder shall be on a replacement cost basis
     in an amount not less than that necessary to comply with any co-insurance
     percentage stipulated in the policy, but not less than one hundred percent
     (100%) of the Property's insurable value, and shall be subject to
     deductibles, if any, not to exceed $250,000. Grantor further agrees that
     all insurance policies shall provide that proceeds thereunder will be
     jointly payable to the Administrative Agent and Grantor, for the benefit of
     the Grantor and Banks as their interests may appear pursuant and subject to
     a mortgagee clause (without contribution) of standard form attached to or
     otherwise made a part of the applicable policy. In the event any of the
     Property covered by such insurance is destroyed or damaged by fire,
     explosion, windstorm, hail or by any other casualty against which insurance
     shall have been required hereunder, (i) the Administrative Agent may, but
     shall not be obligated to, make proof of loss if not made promptly by
     Grantor, (ii) each insurance company concerned is hereby authorized and
     directed to make payment for such loss jointly to the Administrative Agent
     and Grantor, and (iii) the Administrative Agent shall apply the insurance
     proceeds as follows:

               (A) first, to reimburse the Administrative Agent or the Trustee
                   -----                                                      
          for all costs and expenses, including reasonable attorneys' fees,
          incurred in connection with the collection of such proceeds; and

               (B) second, if a Default has not occurred or, if a Default has
                   ------                                                    
          occurred, such Default is not then continuing, proceeds of insurance
          from losses  shall be used at Grantor's option by Grantor (i) for
          repair or replacement of Property and Grantor shall provide the
          Administrative Agent with evidence satisfactory to the Administrative
          Agent of such use or (ii) to be applied to Secured Indebtedness.

                                      -8-
<PAGE>
 
               (C) third, if a Default has occurred and is continuing, proceeds
                   -----                                                       
          of insurance from losses shall at Banks' option be applied to Secured
          Indebtedness or to repair or replacement of Property.

     In any event, the unpaid portion of the Secured Indebtedness shall remain
     in full force and effect and Grantor shall not be excused in the payment
     thereof.  If any act or occurrence of any kind or nature (including any
     casualty on which insurance was not obtained or obtainable) shall result in
     material damage to or material loss or destruction of the Property, Grantor
     shall give prompt notice thereof to the Administrative Agent and, if
     Grantor elects to restore the Property to its prior condition (pursuant to
     subparagraph B of this Paragraph 2.2(f)(iii)), Grantor, at Grantor's sole
     cost and expense and regardless of whether the insurance proceeds, if any,
     shall be sufficient for the purpose, promptly shall restore, repair,
     replace and rebuild the Property as nearly as possible to its value,
     condition and character immediately prior to such damage, loss or
     destruction in accordance with plans and specifications submitted to and
     reasonably and promptly approved by the Administrative Agent.  Grantor
     hereby irrevocably appoints the Administrative Agent as Grantor's attorney-
     in-fact, with full authority in place and stead of Grantor and in the name
     of Grantor or otherwise, after the occurrence of any Default and during the
     continuance of same to obtain any insurance required to be obtained
     pursuant to this Paragraph 2.2(f) and which is not so obtained and to
     receive, indorse, and collect any drafts or other instruments, documents
     and chattel paper, in connection therewith.  The appointment of the
     Administrative Agent as attorney-in-fact is coupled with an interest and is
     irrevocable prior to final payment in full of the Secured Indebtedness.

          (g)  Liability and Other Insurance.  Grantor shall maintain
               -----------------------------                         
     comprehensive general liability insurance against claims for bodily injury
     or death and property damage occurring in or upon or resulting from the
     Property, in standard form and with such insurance company or companies and
     policy coverage limits and terms as reasonably may be acceptable to the
     Administrative Agent, and such other insurance as the Administrative Agent
     from time to time reasonably may require, with companies reasonably
     acceptable to the Administrative Agent, upon such terms and provisions, in
     such amounts, and with such endorsements, all as reasonably are approved by
     the Administrative Agent.  Grantor shall maintain with respect to each
     policy or agreement evidencing such comprehensive general liability
     insurance such endorsements as reasonably may be required by the
     Administrative Agent consistent with accepted industry practice and shall
     at all times following request therefor by the Administrative Agent deliver
     and maintain with the Administrative Agent receipts evidencing the payment
     of all premiums, and certificates of insurance addressed to the
     Administrative Agent, evidencing compliance with the insurance requirements
     set forth herein and, when appropriate, evidencing renewals of all such
     policies of insurance 30 days before any such insurance shall expire.  All
     insurance policies required pursuant to this subparagraph (g) shall contain
     a prohibition against cancellation, material endorsement, material
     alteration or reissuance of such policy effecting a change in coverage
     thereunder unless such insurer first shall have given 

                                      -9-
<PAGE>
 
     the Administrative Agent 30 days prior written notice thereof. Grantor
     further agrees that all insurance policies described in this Paragraph
     2.2(g) shall name the Administrative Agent, for the benefit of the Banks,
     as an additional insured party.

          (h)  Condemnation.  Promptly upon obtaining actual knowledge of the
               ------------                                                  
     institution of any proceedings for the condemnation of the Property, or any
     portion thereof, or any other proceedings arising out of injury or damage
     to the Property, or any portion thereof, Grantor will notify the
     Administrative Agent of the pendency of such proceedings.  The
     Administrative Agent may participate in any such proceedings if in the
     reasonable opinion of the Administrative Agent such participation is
     necessary to protect the rights or interests of the Administrative Agent,
     and Grantor shall from time to time deliver to the Administrative Agent all
     instruments reasonably requested by it to permit such participation.
     Grantor shall, at its expense, diligently prosecute any such proceedings,
     and shall consult with the Administrative Agent, its attorneys and experts,
     and cooperate with them in the carrying on or defense of any such
     proceedings.  All proceeds of condemnation awards or proceeds of sale in
     lieu of condemnation with respect to the Property, or any portion thereof,
     and all judgments, decrees and awards for injury or damage to the Property,
     or any portion thereof, shall be paid to the Administrative Agent and shall
     be applied as follows:

               (i)    first, to reimburse Grantor, the Administrative Agent or
                      -----                                                   
          the Trustee for all reasonable costs and expenses, including
          reasonable attorneys' fees, incurred in connection with collection of
          such proceeds;

               (ii)   second, to the payment of Secured Indebtedness [which
                      ------                                               
          shall reduce the Facility B Commitment (as such term is defined in the
          Credit Agreement), by such amount]; and

               (iii)  third, to the extent of the balance (if any) of such
                      -----                                               
          proceeds, to Grantor or other party legally entitled thereto.

     Grantor hereby assigns and transfers all such proceeds, judgments, decrees
     and awards to Banks and agrees to execute such further assignments of all
     such proceeds, judgments, decrees and awards as Banks may reasonably
     request; provided, however, the disbursement of such proceeds, judgments,
     decrees and awards shall be applied as provided above in this Paragraph
     2.2(h). The Banks are hereby authorized, in the name of Grantor, to execute
     and deliver valid acquittances for, and to appeal from, any such judgment,
     decree or award.  The Banks shall not be, in any event or circumstances,
     liable or responsible for failure to collect, or for failure to exercise
     diligence in the collection of, any such proceeds, judgments, decrees
     and/or awards.

          (i)  Protection and Defense of Lien.  If the validity or priority of
               ------------------------------                                 
     this Deed of Trust or of any rights, titles, liens or security interests
     created or evidenced hereby with respect to the Property, or any part
     thereof, shall be attacked directly or indirectly or if  

                                      -10-
<PAGE>
 
     any legal proceedings are instituted against Grantor with respect thereto,
     Grantor will give prompt written notice thereof to the Administrative Agent
     and at Grantor's own cost and expense diligently will endeavor to cure any
     defect that may be developed or claimed, and will take all necessary and
     proper steps for the defense of such legal proceedings, including but not
     limited to the employment of counsel, the prosecution or defense of
     litigation and the release or discharge of all adverse claims, and the
     Trustee and the Administrative Agent, or either of them, (whether or not
     named as parties to legal proceedings with respect thereto) are hereby
     authorized and empowered to take such additional steps as in their judgment
     and discretion reasonably may be necessary or proper for the defense of any
     such legal proceedings or the protection of the validity or priority of
     this Deed of Trust and the rights, titles, liens and security interests
     created or evidenced hereby, including but not limited to the employment of
     counsel, the prosecution or defense of litigation, the compromise or
     discharge of any adverse claims made with respect to the Property, or any
     part thereof, the purchase of any tax title and the removal of prior liens
     or security interests which do not constitute Permitted Encumbrances, and
     all reasonable expenses so incurred of every kind and character shall be a
     demand obligation owing by Grantor, and the party incurring such expenses
     shall be subrogated to all rights of the person receiving such payment.
     Should the Trustee or the Administrative Agent intend to take any such
     action described in the immediately preceding sentence, the Trustee or the
     Administrative Agent, as appropriate, shall, subject to the immediately
     succeeding proviso, prior to taking any such action notify Grantor of such
                 -------                                                        
     intention and give Grantor a reasonable opportunity to provide such defense
     or protection; provided, however, if in the reasonable opinion of the
                    --------  -------                                     
     Trustee or the Administrative Agent the giving of such notice and
     opportunity to provide such defense or protection would impair or hinder
     such defense or protection or would otherwise be disadvantageous to rights
     or interests of the Trustee or the Administrative Agent hereunder or the
     rights, title, liens or security interests created or evidenced hereby, the
     Trustee and the Administrative Agent shall have no obligation to give such
     notice and opportunity to provide such defense or protection.

          (j)  Permitted Encumbrances.  Grantor will comply with and will
               ----------------------                                    
     perform all of the covenants, agreements and obligations imposed upon it or
     the Property in the Permitted Encumbrances in accordance with their
     respective terms and provisions.  Grantor will not modify or permit any
     modification of any Permitted Encumbrance the result of which would have a
     Material Adverse Effect without the prior written consent of the
     Administrative Agent.

          (k)  Books and Records.  Grantor will permit all contracts,
               -----------------                                     
     statements, invoices, bills and claims for labor, materials and services
     supplied for the construction and operation of the improvements forming a
     part of the Property to be inspected and copied by the Administrative Agent
     and its representatives at all times during reasonable business hours upon
     reasonable notice; provided, however, if a Default shall have occurred and
     be continuing there shall be no requirement to give reasonable notice.

                                      -11-
<PAGE>
 
          (l)  Leases.  Grantor may not lease or enter into any other occupancy
               ------                                                          
     agreement covering any material portion of any of the Property without the
     prior written consent of Grantor.

          (m)  Fees and Expenses; Indemnification.  Grantor will pay all
               ----------------------------------                       
     appraisal fees, filing and recording fees, inspection fees, survey fees,
     taxes, brokerage fees and commissions, abstract fees, title policy fees,
     uniform commercial code search fees, escrow fees, reasonable attorney's
     fees, and all other costs and expenses of every character reasonably and
     properly incurred by Grantor, the Trustee, the Administrative Agent or
     Banks in connection with this Deed of Trust, either at the closing thereof
     or at any time during the term thereof, or otherwise attributable or
     chargeable to Grantor as owner of the Property, and will reimburse the
     Trustee, the Administrative Agent and Banks for all such costs and expenses
     incurred by each of them.  Grantor shall pay all reasonable and proper
     expenses and reimburse the Trustee, the Administrative Agent and Banks for
     any reasonable expenditures, including reasonable attorney's fees and legal
     expenses, incurred or expended in connection with (i) the breach, by
     Grantor of any covenant herein or (ii) the Trustee's or the Administrative
     Agent's or Bank's reasonable exercise of any of the rights and remedies
     hereunder or the Trustee's or the Administrative Agent's or Banks'
     reasonable protection of the Property and the lien and security interest
     therein.  Grantor will indemnify and hold harmless the Trustee, the
     Administrative Agent and Banks (for purposes of this subparagraph (m), the
     terms "Administrative Agent" and "Banks" shall include the directors,
            --------------------       -----                              
     officers, employees and agents of the Administrative Agent and Banks and
     any persons or entities owned or controlled by or affiliated with the
     Administrative Agent and Banks) from and against, and reimburse them for,
     all claims, demands, liabilities, losses, damages, judgments, penalties,
     costs and expenses (including, without limitation, reasonable attorney's
     fees) which may be imposed upon, asserted against or incurred or paid by
     any of  them by reason of, on account of or in connection with any bodily
     injury or death or property damage occurring in or upon or in the vicinity
     of the Property through any cause whatsoever, or asserted against any of
     them on account of any act performed or omitted to be performed hereunder
     or on account of any transaction arising out of or in any way connected
     with the Property or with this Deed of Trust.  The foregoing indemnities
     shall not apply with respect to matters caused by or arising out of the
     gross negligence or willful misconduct of the Administrative Agent, Banks
     and/or the Trustee.  Grantor agrees, however, that it expressly intends to
     indemnify the Administrative Agent, Banks and the Trustee from and hold
     each of them harmless against any and all losses, liabilities, claims,
     damages or expenses arising out of their ordinary negligence.  The
     foregoing indemnities, however, shall not apply with respect to any losses,
     liabilities, claims, damages or expenses incurred by the Administrative
     Agent, Banks or the Trustee in any action or proceeding by Grantor against
     the Administrative Agent, Banks or the Trustee unless the Administrative
     Agent, Banks or the Trustee prevail in such action or proceeding.  The
     foregoing indemnities shall not terminate upon release, foreclosure or
     other termination of this Deed of Trust but will survive foreclosure of
     this Deed of Trust or conveyance in lieu of foreclosure and the repayment
     of the Secured Indebtedness and 

                                      -12-
<PAGE>
 
     the discharge and release of this Deed of Trust and the other Financing
     Documents, but Grantor shall not be liable for any damages as a result of
     an event that occurs after foreclosure of the Mortgaged Property (or any
     portion thereof) or the taking of a deed in lieu of foreclosure covering
     the Mortgaged Property (or any portion thereof), unless such damage occurs
     as a result of or arises out of a condition that existed prior to such
     foreclosure or such taking of a deed in lieu of foreclosure. Any amount to
     be paid hereunder by Grantor to the Administrative Agent, Banks and/or the
     Trustee shall be a demand obligation owing by Grantor to the Administrative
     Agent, Banks and/or the Trustee and shall be subject to and governed by the
     provisions of Paragraph 2.3 hereof.

          (n)  Estoppel Certificate.  Grantor shall at any time and from time to
               --------------------                                             
     time furnish promptly upon request a written statement in such form as may
     be reasonably required by the Administrative Agent stating that this Deed
     of Trust is a valid and binding obligation of Grantor, enforceable against
     Grantor in accordance with its terms, subject to Debtor Relief Laws (as
     such term is defined in the Credit Agreement); that this Deed of Trust has
     not been released, subordinated or modified; and that to the best of
     Grantor's knowledge there are no offsets or defenses against the
     enforcement of this Deed of Trust, or if any of the foregoing statements
     are untrue, specifying the reasons therefor.

          (o)  Compliance with Laws.  Grantor shall, and shall use reasonable
               --------------------                                          
     efforts to cause any tenant of the Property to, comply with all applicable
     restrictive covenants and all Applicable Laws with respect to which the
     failure to so comply would have a Material Adverse Effect.

          (p)  Tax and Insurance Escrow.  In order to secure the performance and
               ------------------------                                         
     discharge of Grantor's obligations under subparagraphs (b), (f) and (g) of
     this Paragraph 2.2, but not in lieu of such obligations, Grantor will upon
     written request of the Administrative Agent, deposit with the
     Administrative Agent upon the occurrence and continuance of a Default, a
     sum equal to ad valorem taxes, assessments and charges (which charges for
     the purpose of this subparagraph shall include without limitation ground
     rents and water and sewer rents and any other recurring charge which could
     create or result in a lien against the Property) against the Property for
     the then current year and the premiums for such policies of insurance for
     the then current year, all as estimated by the Administrative Agent and
     prorated to the end of the calendar month following the month during which
     such Default occurred, and thereafter will deposit with the Administrative
     Agent, on each date when an installment of interest is due on the Notes,
     sufficient funds (as estimated from time to time by the Administrative
     Agent) to permit the Administrative Agent to pay, at least 15 days prior to
     the delinquency date thereof, the next maturing ad valorem taxes,
     assessments and charges and premiums for such policies of insurance.  The
     Administrative Agent shall have the right to rely upon tax information
     furnished by applicable taxing authorities in the payment of such taxes or
     assessments and shall have no obligation to make any protest of any such
     taxes or assessments.  Any excess over the amounts required for such
     purposes shall be held by 

                                      -13-
<PAGE>
 
     the Administrative Agent for future use, applied to any Secured
     Indebtedness, or refunded to Grantor, at the Administrative Agent's option;
     and any deficiency in such funds so deposited shall be made up by Grantor
     upon demand of the Administrative Agent. All such funds so deposited shall
     bear interest at the normal interest rate for money market deposits at
     NationsBank, may be mingled with the general funds of the Administrative
     Agent and shall be applied by the Administrative Agent toward the payment
     of such taxes, assessments, charges and premiums when statements therefor
     are presented to the Administrative Agent by Grantor (which statements
     shall be presented by Grantor to the Administrative Agent a reasonable time
     before the applicable amount is due); provided, however, that if the
     Administrative Agent has made demand for payment of all of the Secured
     Indebtedness, such funds may at the Administrative Agent's option be,
     applied to the payment of the Secured Indebtedness in the order determined
     by the Administrative Agent and that the Administrative Agent may at any
     time, in its discretion, apply all or any part of such funds toward the
     payment of any such taxes, assessments, charges or premiums which are past
     due, together with any penalties or late charges with respect thereto. The
     conveyance or transfer of Grantor's interest in the Property for any reason
     (including without limitation the foreclosure of a subordinate lien or
     security interest or a transfer by operation of law) shall constitute an
     assignment or transfer of Grantor's interest in and rights to such funds
     held by the Administrative Agent under this subparagraph (p) but subject to
     the rights of the Administrative Agent hereunder.

          (q)  Further Assurances.  Grantor will, on request of the
               ------------------                                  
     Administrative Agent, (i) promptly correct any defect or error which may
     be discovered in the contents of this Deed of Trust or in any other
     instrument executed in connection herewith or in the execution or
     acknowledgment thereof; (ii) execute, acknowledge, deliver and record or
     file such further instruments (including without limitation further deeds
     of trust, security agreements, financing statements, continuation
     statements and assignments of rents or leases) and do such further acts as
     may be reasonably necessary or proper to carry out more effectively the
     purposes of this Deed of Trust and such other instruments and to subject to
     the liens and security interests hereof and thereof any property intended
     by the terms hereof or thereof to be covered hereby or thereby, including
     specifically, but without limitation, any renewals, additions,
     substitutions, replacements, or appurtenances to the Property; (iii)
     execute, acknowledge, deliver, procure and record or file any document or
     instrument (including specifically any financing statement) deemed
     advisable by the Administrative Agent to protect the lien or the security
     interest hereunder against the rights or interests of third persons, and
     Grantor will pay all reasonable costs associated with any of the foregoing;
     (iv) use reasonable efforts to cause any tenant under any lease agreement
     of any of the Property to furnish any instrument or perform any act deemed
     advisable by the Administrative Agent to protect the lien or the security
     interest hereunder; and (v) provide such certificates, documents, reports,
     information, affidavits and other instruments (including but not limited to
     appraisals, surveys and current title reports) and do such further acts as
     may be reasonably necessary or proper in the reasonable determination of
     the Administrative Agent to enable the Administrative Agent 

                                      -14-
<PAGE>
 
     to comply with the requirements or requests of any agency having
     jurisdiction over the Administrative Agent or any of the Banks or any
     examiners of such agencies with respect to the Secured Indebtedness,
     Grantor or the Property.

     2.3. Right of the Administrative Agent to Perform.  Grantor agrees that, if
          --------------------------------------------                          
Grantor fails to perform any act or to take any action which hereunder Grantor
is required to perform or take, or to pay any money which hereunder Grantor is
required to pay, the Administrative Agent, in Grantor's name or in its own name
and after the giving of any required notice and expiration of any applicable
cure period, may but shall not be obligated to perform or cause to be performed
such act or take such action or pay such money, and any reasonable expenses so
incurred by the Administrative Agent, and any money so paid by the
Administrative Agent, shall be a demand obligation owing by Grantor to the
Administrative Agent and the Administrative Agent, upon making such payment,
shall be subrogated to all of the rights of the person or entity receiving such
payment.  Any amounts due and owing by Grantor to the Administrative Agent
pursuant to this Deed of Trust shall bear interest from the date such amount
becomes due until paid at a rate of interest per annum equal to the lesser of
(i) the prime rate of NationsBank as announced or published by NationsBank from
time to time, plus 2%, or (ii) the highest lawful rate, and shall be a part of
the Secured Indebtedness and shall be secured by this Deed of Trust and by any
other Financing Document.  Should the Administrative Agent intend to perform or
cause to be performed such act or take such action or pay such money, the
Administrative Agent shall, subject to the immediately succeeding proviso, prior
                                                                  -------       
to taking any such action notify Grantor of such intention and give Grantor a
reasonable opportunity to take such action; provided, however, if in the
                                            --------  -------           
reasonable opinion of the Administrative Agent the giving of such notice and
opportunity to take action would impair the validity or priority of this Deed of
Trust, the rights or interests of the Trustee or the Administrative Agent
hereunder or any rights, titles, liens or security interests created or
evidenced hereby, the Administrative Agent shall have no obligation to give such
notice and opportunity to take action.

                                 ARTICLE III.

                         Remedies in Event of Default
                         ----------------------------

     3.1. Defaults. The term "Default" as used in this Deed of Trust shall 
          --------            -------
mean the occurrence and continuance of an "Event of Default" as defined in the 
                                           ----------------
Credit Agreement.

     3.2. Acceleration. Upon the occurrence and during the continuance of a
          ------------
Default, the Administrative Agent shall have the option of declaring all Secured
Indebtedness in its entirety to be immediately due and payable, and the liens
and security interests evidenced hereby shall be subject to foreclosure in any
manner provided for herein or provided for by law as the Administrative Agent
may elect.

     3.3. Possession. Upon the occurrence and during the continuance of a
          ----------
Default, the Administrative Agent is authorized prior or subsequent to the
institution of any foreclosure proceedings to enter upon the Property, or any
part thereof, and to take possession of the

                                      -15-
<PAGE>
 
Property and of all books, records and accounts relating thereto and to exercise
without interference from Grantor any and all rights which Grantor has with
respect to the management, possession, operation, protection or preservation of
the Property, including the right to rent the same for the account of Grantor
and to deduct from such rents all reasonable costs, expenses and liabilities of
every character incurred by the Administrative Agent in collecting such rents
and in managing, operating, maintaining, protecting or preserving the Property
and to apply the remainder of such rents on the Secured Indebtedness in such
manner as the Administrative Agent may elect. All such costs, expenses and
liabilities incurred by the Administrative Agent in collecting such rents and in
managing, operating, maintaining, protecting or preserving the Property, if not
paid out of rents as hereinabove provided, shall constitute a demand obligation
owing by Grantor and shall bear interest from the date of expenditure until paid
at a rate of interest per annum equal to the lesser of (i) the prime rate of
NationsBank, as announced or published by NationsBank from time to time, plus
2%, or (ii) the highest lawful rate, all of which shall constitute a portion of
the Secured Indebtedness. If necessary to obtain the possession provided for
above, the Administrative Agent may invoke any and all legal remedies to
dispossess Grantor, including specifically one or more actions for forcible
entry and detainer, trespass to try title and restitution. In connection with
any action taken by the Administrative Agent pursuant to this Paragraph 3.3, the
Administrative Agent shall not be liable for any loss sustained by Grantor
resulting from any failure to let the Property, or any part thereof, or from any
other act or omission of the Administrative Agent in managing the Property,
including without limitation, the negligence of the Administrative Agent, unless
such loss is caused by the gross negligence or willful misconduct of the
Administrative Agent, and the Administrative Agent shall not be obligated to
perform or discharge any obligation, duty or liability under any lease agreement
covering the Property or any part thereof or under or by reason of this
instrument or the exercise of rights or remedies hereunder. Should the
Administrative Agent incur any such liability, the amount thereof, including
reasonable costs, expenses and reasonable attorneys' fees, shall be secured
hereby, and Grantor shall reimburse the Administrative Agent therefor
immediately upon demand. Nothing in this Paragraph 3.3 shall impose any duty,
obligation or responsibility upon the Administrative Agent for the control,
care, management or repair of the Property, or shall operate to make the
Administrative Agent responsible or liable for any waste committed on the
Property or by any other parties or for any dangerous or defective condition of
the Property, or for any negligence in the management, upkeep, operation, repair
or control of the Property resulting in loss or injury or death to any tenant,
licensee, employee or stranger, unless such waste, dangerous or defective
condition or injury or death is directly a result of gross negligence or willful
misconduct by the Administrative Agent, and not just the Administrative Agent's
own ordinary negligence. Grantor hereby assents to, ratifies and confirms any
and all actions of the Administrative Agent with respect to the Property taken
under this Paragraph 3.3.

     3.4. Foreclosure. Upon the occurrence and during the continuance of a
          -----------
Default, the Trustee or his or her successor or substitute is authorized and
empowered and it shall be his or her special duty at the request of the
Administrative Agent to sell the Mortgaged Property, or any part thereof,
situated in the State of Texas at the courthouse of any county in the State of
Texas in which any part of the Mortgaged Property is situated, at public vendue
to the highest

                                      -16-
<PAGE>
 
bidder for cash at any hour designated between the hours of 10:00 o'clock a.m.
and 4:00 o'clock p.m. on the first Tuesday in any month after having given
notice of such sale in accordance with the statutes of the State of Texas then
in force governing sales of real estate under powers conferred by deed of trust.
Any sale made by the Trustee hereunder may be as an entirety or in such parcels
as the Administrative Agent may request, and any sale may be adjourned by
announcement at the time and place appointed for such sale without further
notice except as may be required by law. The sale by the Trustee of less than
the whole of the Mortgaged Property shall not exhaust the power of sale herein
granted, and the Trustee is specifically empowered to make successive sale or
sales under such power until the whole of the Mortgaged Property shall be sold;
and, if the proceeds of such sale of less than the whole of the Mortgaged
Property shall be less than the aggregate of the Secured Indebtedness and the
expense of executing this trust as provided herein, this Deed of Trust and the
lien hereof shall remain in full force and effect as to the unsold portion of
the Mortgaged Property just as though no sale had been made; provided, however,
that Grantor shall never have any right to require the sale of less than the
whole of the Mortgaged Property but the Administrative Agent shall have the
right, at its sole election, to request the Trustee to sell less than the whole
of the Mortgaged Property. After each sale, the Trustee shall make to the
purchaser or purchasers at such sale good and sufficient conveyances in the name
of Grantor, conveying the Property so sold to the purchaser or purchasers in fee
simple with general warranty of title subject to Permitted Encumbrances, and
shall receive the proceeds of said sale or sales and apply the same as herein
provided. Payment of the purchase price to the Trustee shall satisfy the
obligation of purchaser at such sale therefor, and such purchaser shall not be
responsible for the application thereof. The power of sale granted herein shall
not be exhausted by any sale held hereunder by the Trustee or his or her
substitute or successor, and such power of sale may be exercised from time to
time and as many times as the Administrative Agent may deem necessary until all
of the Mortgaged Property has been duly sold and all Secured Indebtedness has
been fully paid. In the event any sale hereunder is not completed or is
defective in the opinion of the Administrative Agent, such sale shall not
exhaust the power of sale hereunder and the Administrative Agent shall have the
right to cause a subsequent sale or sales to be made hereunder. Any and all
statements of fact or other recitals made in any deed or deeds given by the
Trustee or any successor or substitute appointed hereunder as to nonpayment of
the Secured Indebtedness, or as to the occurrence of any Default, or as to the
Administrative Agent having declared all of such indebtedness to be due and
payable, or as to the request to sell, or as to notice of time, place and terms
of sale and of the properties to be sold having been duly given, or as to the
refusal, failure or inability to act of the Trustee or any substitute or
successor, or as to the appointment of any substitute or successor trustee, or
as to any other act or thing having been duly done by the Administrative Agent
or by such Trustee, substitute or successor, shall be taken as prima facie
evidence of the truth of the facts so stated and recited. The Trustee or his or
her successor or substitute may appoint or delegate any one or more persons as
agent to perform any act or acts necessary or incident to any sale held by the
Trustee, including the posting of notices and the conduct of sale, but in the
name and on behalf of the Trustee or his or her successor or substitute.

     3.5. Judicial Foreclosure. This instrument shall be effective as a mortgage
          --------------------
as well as a deed of trust and upon the occurrence and during the continuance of
a Default may be

                                      -17-
<PAGE>
 
foreclosed as to any of the Property in any manner permitted by the laws of the
State of Texas or of any other state in which any part of the Property is
situated, and any foreclosure suit may be brought by the Trustee or by the
Administrative Agent. In the event a foreclosure hereunder shall be commenced by
the Trustee or his or her substitute or successor, the Administrative Agent may
at any time before the sale of the Property direct the said Trustee to abandon
the sale, and may then institute suit for the collection of the Notes and the
other Secured Indebtedness, and for the foreclosure of this Deed of Trust. It is
agreed that if the Administrative Agent should institute a suit for the
collection of the Notes or any other Secured Indebtedness and for the
foreclosure of this Deed of Trust, the Administrative Agent may at any time
before the entry of a final judgment in said suit dismiss the same, and require
the Trustee or his or her substitute or successor to sell the Property in
accordance with the provisions of this Deed of Trust.

     3.6. Receiver. In addition to all other remedies herein provided for,
          --------
Grantor agrees that upon the occurrence and during the continuance of a Default,
the Administrative Agent shall as a matter of right be entitled to the
appointment of a receiver or receivers for all or any part of the Property,
whether such receivership be incident to a proposed sale of such Property or
otherwise, and without regard to the value of the Property or the solvency of
any person or persons liable for the payment of the Secured Indebtedness, and
Grantor does hereby consent to the appointment of such receiver or receivers,
waives any and all defenses to such appointment and agrees not to oppose any
application therefor by the Administrative Agent, but nothing herein is to be
construed to deprive the Administrative Agent of any other right, remedy or
privilege it may now or hereafter have under the law to have a receiver
appointed; provided, however, that the appointment of such receiver, trustee or
other appointee by virtue of any court order, statute or regulation shall not
impair or in any manner prejudice the rights of the Administrative Agent to
receive payment of the rents, room rents, deposits for lodging and income from
the Property. Any money advanced by the Administrative Agent in connection with
any such receivership shall be a demand obligation owing by Grantor to the
Administrative Agent and shall bear interest from the date of making such
advancement by the Administrative Agent until paid at a rate of interest per
annum equal to the lesser of (i) the prime rate of NationsBank, as announced or
published by NationsBank from time to time, plus 2%, or (ii) the highest lawful
rate, and shall be secured by this Deed of Trust and by any other instrument
securing the Secured Indebtedness.

     3.7. Proceeds of Sale. The proceeds of any sale held by the Trustee or any
          ----------------
receiver or public officer in foreclosure of the liens evidenced hereby shall be
applied:

          first, to the payment of all necessary costs and expenses incident to
          -----                                                                
     such foreclosure sale, including but not limited to all court costs and
     charges of every character in the event foreclosed by suit, and a
     reasonable fee to the Trustee acting under the provisions of Paragraph 3.4
     if foreclosed by power of sale as provided in Paragraph 3.4;

                                      -18-
<PAGE>
 
          second, to the payment in full of the Secured Indebtedness, to be
          ------                                                           
     distributed pro rata to each Bank based on the percentage that the amount
     of the Secured Indebtedness owing to each Secured Party bears to the total
     unpaid amount of the Obligations; and

          third, the remainder, if any, shall be paid to Grantor or other party
          -----                                                                
     legally entitled thereto.

     3.8. The Administrative Agent as Purchaser.  The Administrative Agent shall
          -------------------------------------                                 
have the right to become the purchaser at any sale held by any Trustee or
substitute or successor or by any receiver or public officer, and the
Administrative Agent purchasing at such sale shall have the right to credit upon
the amount of the bid made therefor, to the extent necessary to satisfy such
bid, the Secured Indebtedness owing to the Administrative Agent and/or Banks for
the equal and ratable benefit of Banks.

     3.9. Uniform Commercial Code.
          ----------------------- 

          (a)  Upon the occurrence and during the continuance of a Default, the
     Administrative Agent may exercise its rights of enforcement with respect to
     the Personal Property under the Texas Business and Commerce Code, as
     amended from time to time, and in conjunction with, in addition to or in
     substitution for those rights and remedies, and all rights and remedies
     granted to the Administrative Agent and/or Banks under any Loan Paper
     executed by Grantor governing security interests in personal property of
     Grantor;

          (b)  any sale made pursuant to the provisions of this Paragraph 3.9
     shall be deemed to have been a public sale conducted in a commercially
     reasonable manner if held contemporaneously with the sale of the Mortgaged
     Property under power of sale as provided herein upon giving the same notice
     with respect to the sale of the Personal Property hereunder as is required
     for such sale of the Mortgaged Property under power of sale;

          (c)  any and all statements of fact or other recitals made in any bill
     of sale or assignment or other instrument evidencing any foreclosure sale
     hereunder as to nonpayment of the Secured Indebtedness, or as to the
     occurrence of any Default, or as to the Administrative Agent and/or Banks
     having declared all of such indebtedness to be due and payable, or as to
     notice of time, place and terms of sale and of the properties to be sold
     having been duly given, or as to any other act or thing having been duly
     done by the Administrative Agent and/or Banks, shall be taken as prima
     facie evidence of the truth of the facts so stated and recited; and

          (d)  The Administrative Agent may appoint or delegate any one or more
     persons as agent to perform any act or acts necessary or incident to any
     sale held by the Administrative Agent, including the sending of notices and
     the conduct of the sale, but in the name and on behalf of the
     Administrative Agent.

                                      -19-
<PAGE>
 
     3.10.  Partial Foreclosure.  In the event of a default in the payment of
            -------------------                                              
any part of the Secured Indebtedness, the Administrative Agent shall have the
right to proceed with foreclosure of the liens and security interests evidenced
hereby without declaring the entire Secured Indebtedness due, and in such event
any such foreclosure sale may be made subject to the unmatured part of the
Secured Indebtedness; and any such sale shall not in any manner affect the
unmatured part of the Secured Indebtedness, but as to such unmatured part this
Deed of Trust shall remain in full force and effect just as though no sale had
been made.  The proceeds of any such sale shall be applied as provided in
Paragraph 3.7 except that the amount paid under subparagraph second thereof
shall be only the matured portion of the Secured Indebtedness and any proceeds
of such sale in excess of those provided for in subparagraphs first and second
(modified as provided above) shall be applied to installments of principal of
and interest on the Notes in the inverse order of maturity.  Several sales may
be made hereunder without exhausting the right of sale for any unmatured part of
the Secured Indebtedness.

     3.11.  Remedies Cumulative.  All remedies herein expressly provided for are
            -------------------                                                 
cumulative of any and all other remedies existing at law or in equity and are
cumulative of any and all other remedies provided for in any other instrument
securing the payment of the Secured Indebtedness, or any part thereof, or
otherwise benefiting the Trustee, the Administrative Agent and the Banks, and
the Trustee, the Administrative Agent and the Banks shall, in addition to the
remedies herein provided, be entitled to avail themselves of all such other
remedies as may now or hereafter exist at law or in equity for the collection of
the Secured Indebtedness and the enforcement of the covenants herein and the
foreclosure of the liens and security interests evidenced hereby, and the resort
to any remedy provided for hereunder or under any such other instrument or
provided for by law shall not prevent the concurrent or subsequent employment of
any other appropriate remedy or remedies.

     3.12.  Resort to Any Security.  The Administrative Agent may resort to any
            ----------------------                                             
security given by this Deed of Trust or to any other security now existing or
hereafter given to secure the payment of the Secured Indebtedness, in whole or
in part, and in such portions and in such order as may seem best to the
Administrative Agent in its sole and uncontrolled discretion, and any such
action shall not in anywise be considered as a waiver of any of the rights,
benefits, liens or security interests evidenced by this Deed of Trust.

     3.13.  Waiver.  To the full extent Grantor may do so, Grantor agrees that
            ------                                                            
Grantor will not at any time insist upon, plead, claim or take the benefit or
advantage of any law now or hereafter in force pertaining to the rights and
remedies of sureties or providing for any appraisement, stay, extension or
redemption, and Grantor, for Grantor and Grantor's heirs, devisees,
representatives, successors and assigns, and for any and all persons ever
claiming any interest in the Property, to the extent permitted by law, hereby
waives and releases all rights of redemption, valuation, appraisement, stay of
execution, notice of intention to mature or declare due the whole of the Secured
Indebtedness and all rights to a marshaling of the assets of Grantor, including
the Property, or to a sale in inverse order of alienation in the event of
foreclosure of the liens and security interests hereby created.  Grantor shall
not have or assert any right under any statute or rule of law pertaining to the
marshaling of assets, sale in inverse 

                                      -20-
<PAGE>
 
order of alienation, the exemption of homestead, the administration of estates
of decedents or other matters whatever to defeat, reduce or affect the rights of
the Trustee or the Administrative Agent under the terms of this Deed of Trust to
a sale of the Property for the collection of the Secured Indebtedness without
any prior or different resort for collection, or the rights of the Trustee or
the Administrative Agent under the terms of this Deed of Trust to the payment of
such indebtedness out of the proceeds of sale of the Property in preference to
every other claimant whatsoever. If the Property is sold for an amount less than
the Secured Indebtedness, the deficiency shall be determined by the purchase
price at the sale or sales. To the extent permitted by law, Grantor waives all
rights and claims with respect to Lender's ability to obtain a Deficiency
Judgment under Section 51.003 of the Texas Property Code. If any law referred to
in this Paragraph 3.13 and now in force, of which Grantor or Grantor's
successors and assigns and such other persons claiming any interest in the
Property might take advantage despite this Paragraph 3.13 shall hereafter be
repealed or cease to be in force, such law shall not thereafter be deemed to
preclude the application of this Paragraph 3.13.

     3.14.  Delivery of Possession After Foreclosure.  In the event there is a
            ----------------------------------------                          
foreclosure sale hereunder and at the time of such sale Grantor or Grantor's
successors or assigns or any other persons claiming any interest in the Property
by, through or under Grantor are occupying or using the Property, or any part
thereof, each and all shall immediately become the tenant of the purchaser at
such sale, which tenancy shall be a tenancy from day-to-day, terminable at the
will of either landlord or tenant, at a reasonable rental per day based upon the
value of the property occupied, such rental to be due daily to the purchaser.
In the event the tenant fails to surrender possession of said property upon
demand, the purchaser shall be entitled to institute and maintain an action for
forcible entry and detainer of said property in the Justice of the Peace Court
in the Justice Precinct in which such property, or any part thereof, is
situated.

     3.15.  Tender After Acceleration.  If, following the occurrence of a
            -------------------------                                    
Default and the acceleration of the Secured Indebtedness but prior to the
foreclosure of this Deed of Trust against the Property, Grantor shall tender to
the Administrative Agent and/or Banks payment of an amount sufficient to pay the
entire Secured Indebtedness, such tender shall be deemed to be a voluntary
prepayment and, consequently, Grantor shall also pay to Banks any charge or
premium required to be paid in order to prepay principal and, if such principal
payment is made during any period when prepayment is prohibited by this Deed of
Trust, or the Financing Documents, the applicable charge or premium shall be the
maximum prepayment penalty provided for in the Financing Documents; provided,
however, that in no event shall any amount payable under this Paragraph 3.15,
when added to the interest otherwise payable on the Secured Indebtedness, exceed
the maximum interest permitted under Applicable Law.

     3.16.  Insurance Premiums.  Upon any foreclosure of the Mortgaged Property
            ------------------                                                 
pursuant to this Deed of Trust, the Administrative Agent shall have the right to
cancel any policy of insurance covering all or any part of the Mortgaged
Property and shall be entitled to receive any unearned premiums from such
policy.  The unearned premiums received by the Administrative Agent shall be
applied in the same manner as provided in Paragraph 3.7 above regarding the
application of proceeds of sale of the Mortgaged Property.

                                      -21-
<PAGE>
 
                                  ARTICLE IV.

                     Assignment of Rents, Profits, Income,
                     -------------------------------------
                                 Contracts and Bonds
                                 -------------------

     4.1. Assignment. Grantor does hereby absolutely and unconditionally assign,
transfer and set over to the Administrative Agent all rents, income, profits and
proceeds to be derived from the Property, including without limitation the
immediate and continuing right to collect and receive all of the rents, income,
receipts, revenues, issues, profits and other sums of money that may now or at
any time hereafter become due and payable to Grantor under the terms of any
present or future leases now or hereafter covering the Property, or any part
thereof, including but not limited to minimum rents, additional rents,
percentage rents, deficiency rents and liquidated damages following default, all
proceeds payable under any policy of insurance covering the loss of rents
resulting from untenantability caused by destruction or damage to the Property,
and liens and rights, whether constitutional, statutory, contractual or
otherwise, in favor of Grantor as the lessor of any of the Property, and all of
Grantor's rights to recover monetary amounts from any lessee in bankruptcy
including, without limitation, rights of recovery for use and occupancy and
damage claims arising out of lease defaults, including rejections, under the
Bankruptcy Reform Act of 1978, as amended, or any other present or future
federal or state insolvency, bankruptcy or similar law (all of the foregoing
hereinafter collectively called "Applicable Bankruptcy Law"), together with any
                                 -------------------------
sums of money that may now or at any time hereafter become due and payable to
Grantor by virtue of any and all royalties, overriding royalties, bonuses, delay
rentals and any other amount of any kind or character arising under any and all
present and future oil, gas and mining leases covering the Property, or any part
thereof; and all proceeds and other amounts paid or owing to Grantor under or
pursuant to any and all contracts and bonds relating to the construction,
erection or renovation of the Property, or any part thereof; subject however to
a license hereby granted by the Administrative Agent to Grantor to collect and
receive and expend all of the foregoing, subject to the terms and conditions
hereof. Upon the occurrence and continuance of any Default, the Administrative
Agent shall have the right, power and privilege (but shall be under no duty) to
terminate such license whereupon the Administrative Agent shall have the right
and authority, whether or not it takes possession of the Property, to seek
enforcement of any such lease, contract or bond and to demand, collect, receive,
sue for and recover in its own name any and all of the above described amounts
assigned hereby and to apply the sum(s) collected, first to the payment of
reasonable expenses incident to the collection of the same, second to the
payment of the Secured Indebtedness, and the balance, if any, to Grantor or
other party legally entitled thereto; provided, however, that the Administrative
Agent shall not be deemed to have taken possession of the Property except on the
exercise of its option to do so, evidenced by its demand and overt act for such
purpose. Grantor shall make no assignment or other disposition of the above
described amounts assigned hereby, nor, unless permitted under the Credit
Agreement, shall Grantor cancel or amend any such lease, contract, bond or any
other instrument under which such amounts are to be paid or waive, excuse,
condone, discount, set off, compromise or in any manner release any obligation
thereunder, nor shall Grantor receive or collect any such amount thus assigned
for a period of more than one month in advance of the

                                      -22-
<PAGE>
 
date on which payment thereof is due and Grantor shall duly and punctually
observe and perform every obligation to be performed by it under each such
lease, contract, bond or other instrument and shall not do or permit to be done
anything to impair the security thereof and shall enforce, to the extent such
enforcement would be reasonably prudent under the circumstances, every
obligation of each other party thereto. The assignment contained in this
Paragraph 4.1. shall become null and void upon the release of this Deed of
Trust. It shall never be necessary for the Administrative Agent to institute
legal proceedings of any kind whatsoever to enforce the provisions of this
Paragraph 4.1.

                                  ARTICLE V.

                              Hazardous Materials
                              -------------------

     5.1. Definitions. For the purpose of this Deed of Trust, Grantor, the
          -----------
Administrative Agent and Trustee agree that, unless the context otherwise
specifies or requires, the following terms shall have the meaning specified
below:

          (a)  "Hazardous Materials" shall mean (a) any "hazardous waste" as
                -------------------                                         
     defined by the Resource Conservation and Recovery Act of 1976 (42 U.S.C.
     Section 6901 et seq.), as amended from time to time, and regulations
     promulgated thereunder; (b) any "hazardous substance" as defined by the
     Comprehensive Environmental Response, Compensation and Liability Act of
     1980 (42 U.S.C. Section 9601 et seq.) ("CERCLA"), as amended from time to
                                             ------                           
     time, and regulations promulgated thereunder; (c) asbestos; (d)
     polychlorinated biphenyls; (e) underground storage tanks, whether empty,
     filled or partially filled with any substance, (f) any substance the
     presence of which on the Mortgaged Property is prohibited by any
     Governmental Requirements (as defined below); and (g) any other substance
     which by any Governmental Requirements requires special handling or
     notification of any federal, state or local governmental entity in its
     collection, storage, treatment, or disposal.

          (b)  "Hazardous Materials Contamination" shall mean the contamination
                ---------------------------------                              
     (whether presently existing or hereafter occurring) of the buildings,
     facilities, soil, groundwater, air or other elements on or of the Mortgaged
     Property by Hazardous Materials, or the contamination of the buildings,
     facilities, soil, groundwater, air or other elements on or of any other
     property as a result of Hazardous Materials at any time (whether before or
     after the date of this Deed of Trust) emanating from the Mortgaged
     Property.

          (c)  "Governmental Requirements" shall mean all laws, ordinances,
                -------------------------                                  
     rules, and regulations of any Governmental Authority (as defined below)
     applicable to Grantor or the Mortgaged Property.

                                      -23-
<PAGE>
 
          (d)  "Governmental Authority" shall mean the United States, the state,
                ----------------------                                          
     county, city, or any other political subdivision in which the Mortgaged
     Property is located, and any other political subdivision, agency, or
     instrumentality exercising jurisdiction over Grantor or the Mortgaged
     Property.

     5.2. Grantor's Warranties.  Grantor hereby represents and warrants that:
          --------------------                                               

          (a)  To the best of Grantor's knowledge after reasonable
     investigation, no Hazardous Materials have been collected, stored, treated
     or disposed of in a manner which violates Applicable Law and no Hazardous
     Materials which would have a Material Adverse Effect are now located on the
     Mortgaged Property and neither Grantor nor, to the best of Grantor's actual
     knowledge and belief, any other person has ever caused or permitted any
     Hazardous Materials which would have a Material Adverse Effect to be
     placed, held, located or disposed of on, under or at the Mortgaged
     Property, or any part thereof;

          (b)  To the best of Grantor's knowledge after reasonable
     investigation, no part of the Mortgaged Property is being used nor, to the
     best of Grantor's actual knowledge and belief, has been used at any
     previous time for the disposal, storage, treatment, processing or other
     handling of Hazardous Materials the effect of which would have a Material
     Adverse Effect, nor is any part of the Mortgaged Property affected by any
     Hazardous Materials Contamination which would have a Material Adverse
     Effect;

          (c)  To the best of Grantor's actual knowledge and belief, no property
     adjoining the Mortgaged Property is being used, or has ever been used at
     any previous time for the disposal, storage, treatment, processing or other
     handling of Hazardous Materials which would have a Material Adverse Effect
     nor is any other property adjoining the Mortgaged Property affected by
     Hazardous Materials Contamination which would have a Material Adverse
     Effect.

     5.3. Grantor's Covenants.  Grantor agrees to (a) give notice to the
          -------------------                                           
Administrative Agent promptly upon Grantor's acquiring knowledge of the presence
of any Hazardous Materials which would have a Material Adverse Effect on the
Mortgaged Property or of any Hazardous Materials Contamination which would have
a Material Adverse Effect with a full description thereof; (b) promptly comply
with any Governmental Requirements requiring the removal, treatment or disposal
of such Hazardous Materials or Hazardous Materials Contamination and provide the
Administrative Agent with reasonably satisfactory evidence of such compliance;
and (c) provide the Administrative Agent within thirty (30) days after demand by
the Administrative Agent, with a bond, letter of credit or similar financial
assurance evidencing to the Administrative Agent's reasonable satisfaction that
the necessary funds are available to pay the cost of removing, treating and
disposing of such Hazardous Materials or Hazardous Materials Contamination and
discharging any assessments which may be established on the Mortgaged Property
as a result thereof.

                                      -24-
<PAGE>
 
     5.4. Site Assessments.  Grantor will permit the Administrative Agent (by
          ----------------                                                   
its officers, employees and agents) at any time and from time to time to
contract for the services of persons (the "Site Reviewers") to perform
                                           --------------             
environmental site assessments (the "Site Assessments") on any Mortgaged
                                     ----------------                   
Property for the purpose of determining whether there exists on such Mortgaged
Property any environmental condition which could reasonably be expected to
result in any liability, cost or expense to the owner, occupier or operator of
such Mortgaged Property arising under any Governmental Requirements relating to
Hazardous Materials.  The Site Assessments may be performed at any time or
times, upon reasonable notice, and under reasonable conditions established by
Grantor which do not impede the performance of the Site Assessments.  The Site
Reviewers are hereby authorized to enter upon any Mortgaged Property for such
purposes.  The Site Reviewers are further authorized to perform both above and
below the ground testing for environmental damage or the presence of Hazardous
Materials on any Mortgaged Property and such other tests on any Mortgaged
Property as may be necessary to conduct the Site Assessments in the reasonable
opinion of the Site Reviewers.  Grantor will supply to the Site Reviewers such
historical and operational information regarding any Mortgaged Property as may
be reasonably requested by the Site Reviewers to facilitate the Site Assessments
and will make available for meeting with the Site Reviewers appropriate
personnel having knowledge of such matters.  The costs of performing such Site
Assessments prior to the occurrence of a Default or Event of Default shall be
paid by the Administrative Agent.  The reasonable cost of performing such Site
Assessments after the occurrence and during the continuance of a Default or
Event of Default shall be paid by Grantor upon demand of the Administrative
Agent and any such expenses borne by the Administrative Agent and not
immediately reimbursed by Grantor shall be secured by this Deed of Trust.

     5.5. Indemnification.  Regardless of whether any Site Assessments are
          ---------------                                                 
conducted hereunder, if any Default or Event of Default shall have occurred and
be continuing or any remedies in respect of any Mortgaged Property are exercised
by the Administrative Agent or any Bank, Grantor shall defend, indemnify and
hold harmless the Administrative Agent and Banks from any and all liabilities
(including strict liability), actions, demands, penalties, losses, costs or
expenses (including, without limitation, attorneys' fees and expenses, and
remedial costs), suits, costs of any settlement or judgment and claims of any
and every kind whatsoever which may now or in the future (whether before or
after the release of this Deed of Trust) be paid, incurred or suffered by or
asserted against the Administrative Agent or Banks by any person or entity or
governmental agency for, with respect to, or as a direct or indirect result of,
the presence on or under, or the escape, seepage, leakage, spillage, discharge,
emission or release from any Mortgaged Property of any Hazardous Materials or
any Hazardous Materials Contamination or arise out of or result from the
environmental condition of any Mortgaged Property or the applicability of any
Governmental Requirements relating to Hazardous Materials (including, without
limitation, CERCLA or any federal, state or local so-called "superfund" or
"superlien" laws, or any code, rule, regulation, order or decree promulgated
thereunder); provided, however, the indemnity provided above shall not apply to
any liabilities, actions, demands, penalties, losses, costs or expenses, suits,
costs of any settlement or judgment and claims of any and every kind whatsoever
which are determined in a final, non-appealable judgment by a court of competent
jurisdiction to have been (i) caused by or within the control 

                                      -25-
<PAGE>
 
of the Administrative Agent and/or Banks as a result of actions in their
capacities as beneficiaries of this Deed of Trust and not as a result of any
determination in such judgment or otherwise that any covenants, conditions or
provisions in any of the Loan Documents give or purport to give control over
Grantor or any of the Mortgaged Property or (ii) the result of an event that
occurs after foreclosure of the Mortgaged Property (or any portion thereof) or
the taking of a deed in lieu of foreclosure covering the Mortgaged Property (or
any portion thereof), unless such event occurs as a result of or arises out of a
Hazardous Materials Contamination or an environmental condition of the Mortgaged
Property that occurred or existed prior to such foreclosure or such taking of a
deed in lieu of foreclosure. The covenants, warranties and indemnifications
contained in this Section 5.5 shall survive the release of this Deed of Trust
and termination of the Credit Agreement. For the purposes of this Section 5.5,
the term "Administrative Agent" and "Banks" shall include all subsequent owners
or holders of any obligations secured by this Deed of Trust, all directors,
officers, employees and agents of such entity and any persons or entities owned
or controlled by or affiliated with the Administrative Agent or any Bank, and
their respective directors, officers, employees and agents.

                                  ARTICLE VI.

                                 Miscellaneous
                                 -------------

     6.1. Release. If all of the Secured Indebtedness be finally and fully paid,
          -------
the Property shall become wholly clear of the liens, security interests,
conveyances and assignments evidenced hereby, which shall be released by the
Administrative Agent at Grantor's cost.

     6.2. Successor Trustee. The Trustee may resign by an instrument in writing
          -----------------
addressed to the Administrative Agent, or the Trustee may be removed at any time
with or without cause by an instrument in writing executed by the Administrative
Agent. In case of the death, resignation, removal or disqualification of the
Trustee or if for any reason the Administrative Agent shall deem it desirable to
appoint a substitute or successor trustee to act instead of the herein named
trustee or any substitute or successor trustee, then the Administrative Agent
shall have the right and hereby is authorized and empowered to appoint a
successor trustee, or a substitute trustee, without other formality than
appointment and designation in writing executed by the Administrative Agent and
the authority hereby conferred shall extend to the appointment of other
successor and substitute trustees successively until the Secured Indebtedness
finally has been paid in full or until the Property is sold hereunder. If the
Administrative Agent is a corporation and such appointment is executed in its
behalf by an officer of such corporation, such appointment shall be conclusively
presumed to be executed with authority and shall be valid and sufficient without
proof of any action by the board of directors or any superior officer of the
corporation. Upon the making of any such appointment and designation, all of the
estate and title of the Trustee in the Property shall vest in the named
successor or substitute trustee and thereupon he shall succeed to and shall
hold, possess and execute all the rights, powers, privileges, immunities and
duties herein conferred upon the Trustee; but, nevertheless, upon the written
request of the Administrative Agent or of the successor or substitute Trustee,
the Trustee ceasing to act shall execute and deliver an instrument transferring
to such successor or substitute

                                      -26-
<PAGE>
 
Trustee all of the estate and title in the Property of the Trustee so ceasing to
act, together with all the rights, powers, privileges, immunities and duties
herein conferred upon the Trustee, and shall assign, transfer and deliver any of
the properties and moneys held by said Trustee hereunder to said successor or
substitute Trustee.  All references herein to the Trustee shall be deemed to
refer to the Trustee (including any successor or substitute appointed and
designated as herein provided) from time to time acting hereunder.  Grantor
hereby ratifies and confirms any and all acts which the herein named Trustee or
her successor or successors, substitute or substitutes, in this trust, lawfully
shall do by virtue hereof.

     6.3. Liability and Indemnification of Trustee. The Trustee shall not be
          ----------------------------------------
liable for any error of judgment or act done by the Trustee in good faith, or be
otherwise responsible or accountable under any circumstances whatsoever, except
for the Trustee's gross negligence or willful misconduct. The Trustee shall have
the right to rely on any instrument, document or signature authorizing or
supporting any action taken or proposed to be taken by him or her hereunder,
believed by him or her in good faith to be genuine. All moneys received by the
Trustee, until used or applied as herein provided, shall be held in trust for
the purposes for which they were received, but need not be segregated in any
manner from any other moneys (except to the extent required by law), and the
Trustee shall be under no liability for interest on any monies received by him
or her hereunder. Grantor will reimburse the Trustee for, and indemnify and save
harmless him or her against, any and all liability and expenses which reasonably
may be incurred by him or her in the performance of his or her duties hereunder.
The foregoing indemnity shall not terminate upon release, foreclosure or other
termination of this Deed of Trust.

     6.4. Waiver by the Administrative Agent. The Administrative Agent may at
          ----------------------------------
any time and from time to time in writing (a) waive compliance by Grantor with
any covenant herein made by Grantor to the extent and in the manner specified in
such writing; (b) consent to Grantor doing any act which Grantor hereunder is
prohibited from doing, or consent to Grantor failing to do any act which Grantor
hereunder is required to do, to the extent and in the manner specified in such
writing; (c) release any part of the Property, or any interest therein, from the
lien and security interest of this Deed of Trust without the joinder of the
Trustee, or (d) release any party liable, either directly or indirectly, for the
Secured Indebtedness or for any covenant herein or in any other instrument now
or hereafter securing the payment of the Secured Indebtedness, without impairing
or releasing the liability of any other party. No such act shall in any way
impair the rights of the Administrative Agent hereunder except to the extent
specifically agreed to by the Administrative Agent in such writing.

     6.5. Actions by the Administrative Agent. The lien, security interest and
          -----------------------------------
other security rights of the Administrative Agent and Banks hereunder shall not
be impaired by any indulgence, moratorium or release granted by the
Administrative Agent (except as provided in Section 6.1), including but not
limited to (a) any renewal, extension, increase or modification which the
Administrative Agent or any Bank may grant with respect to any Secured
Indebtedness, (b) any surrender, compromise, release, renewal, extension,
exchange or substitution which the Administrative Agent or any Bank may grant in
respect of the Property, 

                                      -27-
<PAGE>
 
or any part thereof or any interest therein (except to the extent specifically
surrendered, compromised, released, renewed, extended, exchanged or
substituted), or (c) any release or indulgence granted to any endorser,
guarantor or surety of any Secured Indebtedness. The taking of additional
security by the Administrative Agent or any Bank shall not release or impair the
lien, security interest or other security rights of the Administrative Agent
hereunder or affect the liability of Grantor or of any endorser or guarantor or
other surety or improve the right of any permitted junior lienholder in the
Property.

     6.6. Rights of the Administrative Agent. The Administrative Agent may waive
          ----------------------------------
any Default or other default without waiving any other prior or subsequent
Default or other default. the Administrative Agent may remedy any Default or
other default without waiving the Default or other default remedied. Neither the
failure by the Administrative Agent to exercise, nor the delay by the
Administrative Agent in exercising, any right, power or remedy upon any Default
or other default shall be construed as a waiver of such Default or other default
or as a waiver of the right to exercise any such right, power or remedy at a
later date. No single or partial exercise by the Administrative Agent of any
right, power or remedy hereunder shall exhaust the same or shall preclude any
other or further exercise thereof, and every such right, power or remedy
hereunder may be exercised at any time and from time to time. No modification or
waiver of any provision hereof or consent to any departure by Grantor therefrom
shall in any event be effective unless the same shall be in writing and signed
by the Administrative Agent, and then such waiver or consent shall be effective
only in the specific instances, for the purpose for which given and to the
extent therein specified. No notice to or demand on Grantor in any case shall of
itself entitle Grantor to any other or further notice or demand in similar or
other circumstances. Acceptance by the Administrative Agent of any payment in an
amount less than the amount then due on any Secured Indebtedness shall be deemed
an acceptance on account only and shall not in any way affect the existence of a
Default or other default hereunder.

     6.7. Reproduction as Financing Statement. A carbon, photographic or other
          -----------------------------------
reproduction of this Deed of Trust or of any financing statement relating to
this Deed of Trust shall be sufficient as a financing statement.

     6.8. Fixture Filing. This Deed of Trust shall be effective as a financing
          --------------
statement filed as a fixture filing with respect to all fixtures included within
the Property and is to be filed for record in the real property records of the
county where the Property (including said fixtures) is situated. This Deed of
Trust shall also be effective as a financing statement covering minerals or the
like (including oil and gas) and accounts subject to Section 9.103(e) of the
Texas Business and Commerce Code, as amended, and is to be filed for record in
the real property records of the county where the Property is situated. The
mailing address of Grantor is set forth below the signature of Grantor to this
Deed of Trust and the address of the Administrative Agent from which information
concerning the security interest may be obtained is 901 Main Street, Suite 6700,
Dallas, Texas 75202. Grantor does have an interest of record in the Mortgaged
Property.

                                      -28-
<PAGE>
 
     6.9. Filing and Recordation. Grantor will cause this Deed of Trust and all
          ----------------------
amendments and supplements thereto and substitutions therefor and all financing
statements and continuation statements relating hereto to be recorded, filed, 
re-recorded and refiled in such manner and in such places as the Trustee or the
Administrative Agent shall reasonably request, and will pay all such recording,
filing, re-recording and refiling taxes, fees and other charges.

     6.10. Dealing with Successor. In the event the ownership of the Property or
           ----------------------
any part thereof becomes vested in a person other than Grantor, the
Administrative Agent may, without notice to Grantor, deal with such successor or
successors in interest with reference to this Deed of Trust and to the Secured
Indebtedness in the same manner as with Grantor, without in any way vitiating or
discharging Grantor's liability hereunder or for the payment of the Secured
Indebtedness. No sale of the Property, no forbearance on the part of the
Administrative Agent or any Bank and no extension of the time for the payment of
any of the Secured Indebtedness given by the Administrative Agent or any Bank
shall operate to release, discharge, modify, change or affect, in whole or in
part, the liability of Grantor hereunder or for the payment of the Secured
Indebtedness or the liability of any other person hereunder or for the payment
of the Secured Indebtedness, except to the extent proceeds of any such sale are
applied as provided in Paragraph 3.7.

     6.11. Place of Payment. All Secured Indebtedness which may be owing
           ----------------
hereunder at any time by Grantor shall be payable at the place designated in the
Financing Documents, or if no such designation is made, at the office of the
Administrative Agent at the address indicated in this Deed of Trust, or at such
other place in the continental United States as the Administrative Agent may
designate in writing.

     6.12. Subrogation. To the extent that proceeds of the Secured Indebtedness
           -----------
are used to pay indebtedness secured by any outstanding lien, security interest,
charge or prior encumbrance against the Property, such proceeds have been
advanced by Banks at Grantor's request and Banks shall be subrogated to any and
all rights, security interests and liens owned or held by any owner or holder of
such outstanding liens, security interests, charges or encumbrances,
irrespective of whether said liens, security interests, charges or encumbrances
are released; provided, however, that the terms and provisions of this Deed of
Trust shall govern the rights and remedies of Banks and shall supersede the
terms, provisions, rights and remedies under and pursuant to the instruments
creating the lien or liens to which Banks are subrogated hereunder.

     6.13. Application of Indebtedness. If any part of the Secured Indebtedness
           ---------------------------
cannot be lawfully secured by this Deed of Trust or if any part of the Property
cannot be lawfully subject to the lien and security interest hereof to the full
extent of such indebtedness, then all payments made shall be applied on said
indebtedness first in discharge of that portion thereof which is unsecured by
this Deed of Trust.

     6.14. Usury. It is the intent of the Administrative Agent, the Banks and
           -----
Grantor in the execution of the Credit Agreement, this Deed of Trust, the other
Financing Documents and all  

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<PAGE>
 
other instruments now or hereafter securing the Secured Indebtedness or executed
in connection therewith or under any other written or oral agreement by the
undersigned in favor of the Administrative Agent and/or Banks to contract in
strict compliance with applicable usury law. In furtherance thereof, the
Administrative Agent, Banks and Grantor stipulate and agree that none of the
terms and provisions contained in the Credit Agreement, this Deed of Trust, the
other Financing Documents or any other instrument securing the Notes or executed
in connection herewith, or in any other written or oral agreement by Grantor in
favor of Banks and/or the Administrative Agent, shall ever be construed to
create a contract to pay for the use, forbearance or detention of money,
interest at a rate in excess of the maximum interest rate permitted to be
charged by applicable law. Neither Grantor nor any guarantors, endorsers,
sureties or other parties now or hereafter becoming liable for the Secured
Indebtedness or any part thereof shall ever be required to pay interest on
secured indebtedness or arising under any instrument securing the Secured
Indebtedness or under any of the other Financing Documents, or in any other
written or oral agreement by Grantor in favor of Banks and/or the Administrative
Agent, at a rate in excess of the maximum interest that may be lawfully charged
under applicable law, and the provisions of this Paragraph 6.14 shall control
over all other provisions of the Credit Agreement, this Deed of Trust, the other
Financing Documents and any other instruments now or hereafter securing the
Secured Indebtedness or executed in connection herewith or any other oral or
written agreements which may be in apparent conflict herewith. All interest paid
or agreed to be paid to Banks and/or the Administrative Agent shall, to the
extent permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full period until payment in full of the principal of the Secured
Indebtedness so that the interest thereon for such full period shall not exceed
the maximum amount permitted by applicable law. Banks and/or the Administrative
Agent expressly disavow any intention to charge or collect excessive unearned
interest or finance charges in the event the maturity of the Secured
Indebtedness is accelerated. If the maturity of the Secured Indebtedness shall
be accelerated for any reason or if the principal of the Secured Indebtedness is
paid prior to the end of the term of the Secured Indebtedness, and as a result
thereof the interest received for the actual period of existence of the loan
evidenced by the Secured Indebtedness exceeds the applicable maximum lawful
rate, Banks and/or the Administrative Agent shall refund to Grantor the amount
of such excess or shall credit the amount of such excess against the principal
balance of the Secured Indebtedness then outstanding. In the event that Banks
and/or the Administrative Agent shall collect monies and/or any other thing of
value which are deemed to constitute interest which would increase the effective
interest rate on the Secured Indebtedness to a rate in excess of that permitted
to be charged by applicable law, an amount equal to interest in excess of the
lawful rate shall, upon such determination, at the option of Banks and/or the
Administrative Agent, be either immediately returned to Grantor or credited
against the principal balance of the other Secured Indebtedness, without further
penalty to such holder. By execution of this Deed of Trust, Grantor acknowledges
that it believes the loan to be non-usurious and agrees that if, at any time,
Grantor should have reason to believe that such loan is in fact usurious, it
will give Banks and/or the Administrative Agent notice of such condition, and
Grantor agrees that Banks and/or the Administrative Agent shall have 90 days
after receipt of such notice in which to make appropriate refund or other
adjustment in order to correct such condition if in fact such condition exists.
As used in this Paragraph 6.14, "interest" means any sum that must be treated as
interest

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<PAGE>
 
under applicable law in determining whether a loan is usurious. THE TERM
"APPLICABLE LAW" AS USED IN THIS PARAGRAPH 6.14 SHALL MEAN THE LAWS OF THE STATE
OF TEXAS OR THE LAWS OF THE UNITED STATES, WHICHEVER LAWS ALLOW THE GREATER RATE
OF INTEREST, AS SUCH LAWS NOW EXIST OR MAY BE CHANGED OR AMENDED OR COME INTO
EFFECT IN THE FUTURE.

     6.15. Notice. Any notice, request, demand or other communication required
          -------
or permitted hereunder, or under the Loan Documents, or under any other
instrument securing the payment of the Loan Documents (unless otherwise
expressly provided therein) shall be given in writing by (a) personal delivery,
or (b) United States Mail, postage prepaid, certified mail, return receipt
requested, sent to the intended addressee at the address shown in Section
10.1(a) of the Credit Agreement, or to such different address as the addressee
shall have designated by written notice sent in accordance with Section 10.1(b)
of the Credit Agreement, and shall be deemed to have been given and received as
provided in Section 10.1(a) of the Credit Agreement, provided that service of a
notice required by Texas Property Code Section 51.002 shall be considered
complete when the requirements of that statute are met.

     6.16. Successors and Assigns. The terms, provisions, covenants and
           ----------------------
conditions hereof shall be binding upon Grantor, and the representatives,
successors and assigns of Grantor including all successors in interest of
Grantor in and to all or any part of the Property, and shall inure to the
benefit of the Trustee, the Administrative Agent and the Banks, and their
respective heirs, successors, substitutes and assigns and shall constitute
covenants running with the land. All references in this Deed of Trust to
Grantor, Trustee, the Administrative Agent or the Banks shall be deemed to
include all such heirs, devisees, representatives, successors, substitutes and
assigns.

     6.17. Severability. A determination that any provision of this Deed of
           ------------
Trust is unenforceable or invalid shall not affect the enforceability or
validity of any other provision and any determination that the application of
any provision of this Deed of Trust to any person or circumstance is illegal or
unenforceable shall not affect the enforceability or validity of such provision
as it may apply to any other persons or circumstances.

     6.18. Gender and Number. Within this Deed of Trust, words of any gender
           -----------------
shall be held and construed to include any other gender, and words in the
singular and plural number shall be held and construed to include the other
number, unless the context otherwise requires.

     6.19. Counterparts. This Deed of Trust may be executed in any number of
           ------------
counterparts with the same effect as if all parties hereto had signed the same
document. All such counterparts shall be construed together and shall constitute
one instrument.

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<PAGE>
 
     6.20. Reporting Requirements. Grantor agrees to comply with any and all
           ----------------------
reporting requirements applicable to the transaction secured by this Deed of
Trust which are set forth in any law, statute, ordinance, rule, regulation,
order or determination of any governmental authority, and further agrees upon
request of the Administrative Agent to furnish the Administrative Agent with
evidence of such compliance.

     6.21. Headings. The paragraph headings contained in this Deed of Trust are
           --------
for convenience only and shall in no way enlarge or limit the scope or meaning
of the various and several paragraphs hereof.

     6.22. Consent of the Administrative Agent. Except where otherwise provided
           -----------------------------------
herein or in any of the other Loan Documents, in any instance hereunder where
the approval, consent or the exercise of judgment of the Administrative Agent is
required, the granting or denial of such approval or consent and the exercise of
such judgment shall be within the sole discretion of the Administrative Agent,
and the Administrative Agent shall not, for any reason or to any extent, be
required to grant such approval or consent or exercise such judgment in any
particular manner, regardless of the reasonableness of either the request or the
Administrative Agent's judgment.

     6.23. Modification or Termination. The Financing Documents may only be
           ---------------------------
modified or terminated by a written instrument or instruments executed by the
party against whom enforcement of the modification or termination is asserted.
Any alleged modification or termination which is not so documented shall not be
effective as to any party.

     6.24. ENTIRE AGREEMENT. THIS DEED OF TRUST, TOGETHER WITH THE CREDIT
           ----------------
AGREEMENT, AND ALL OTHER LOAN DOCUMENTS (ALL AS IN EFFECT ON THE DATE HEREOF AND
AS THE SAME MAY BE HEREAFTER FROM TIME TO TIME) REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     6.25. GOVERNING LAW. THIS DEED OF TRUST SHALL BE CONSTRUED, INTERPRETED,
           -------------
ENFORCED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS
AND THE LAWS OF THE UNITED STATES APPLICABLE TO TRANSACTIONS WITHIN SUCH STATE.

                                      -32-
<PAGE>
 
          IN WITNESS WHEREOF, Grantor has executed this Deed of Trust,
Assignment of Leases and Rents, Security Agreement and Financing Statement as of
the 27th day of September, 1996.

                                    COMPUCOM SYSTEMS, INC. a Delaware
                                    corporation

                                    By:  /s/ Robert J. Boutin
                                         --------------------
                                         Name:   Robert J. Boutin
                                         Title:  Senior Vice President, Finance
                                                 and Chief Financial Officer

                                    Address:  10100 N. Central Expressway
                                              Dallas, Texas  75231

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